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Filing Details

Accession Number:: 0001144204-17-049530
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-09-25 17:59:35
Reporting Period:: 2017-09-21

Accepted Time:: 2017-09-25 17:59:35
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1571329	Capitala Finance Corp.	CPTA	()	000000000

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1587346	Iii B Joseph Alala	C/O Capitala Finance Corp. 4201 Congress Street, Suite 360 Charlotte NC 28209	See Remarks	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2017-09-21	100	$9.12	100	No	4	P	Indirect	via Child
Common Stock	Acquisiton	2017-09-21	100	$9.11	100	No	4	P	Indirect	via Child
Common Stock	Acquisiton	2017-09-24	21,145	$0.00	21,245	No	4	D	Indirect	via Capitala Investment Advisors, LLC
Common Stock	Acquisiton	2017-09-24	2,855	$0.00	5,560	No	4	D	Indirect	via Capitala Transaction Corp.
Common Stock	Disposition	2017-09-24	24,000	$0.00	418,294	No	4	D	Indirect	via Capitala Restricted Shares I, LLC
Common Stock	Disposition	2017-09-25	180,555	$0.00	237,739	No	4	M	Indirect	via Capitala Restricted Shares I, LLC
Common Stock	Acquisiton	2017-09-25	60,153	$0.00	365,433	No	4	M	Indirect	via Capitala Private Investments, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	via Child
No	4	P	Indirect	via Child
No	4	D	Indirect	via Capitala Investment Advisors, LLC
No	4	D	Indirect	via Capitala Transaction Corp.
No	4	D	Indirect	via Capitala Restricted Shares I, LLC
No	4	M	Indirect	via Capitala Restricted Shares I, LLC
No	4	M	Indirect	via Capitala Private Investments, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock, Par Value $0.01 Per Share	Awards	Disposition	2017-09-24	24,000	$0.00	24,000	$0.00
Common Stock, Par Value $0.01 Per Share	Awards	Disposition	2017-09-25	180,555	$0.00	180,555	$0.00
Common Stock, Par Value $0.01 Per Share	Awards	Disposition	2017-09-25	60,153	$0.00	60,153	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
418,294	No	4	D	Indirect
237,739	No	4	M	Indirect
80,204	No	4	M	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	9,611	Direct
Common Stock	972	Indirect	via CapitalSouth Corporation

Footnotes

Mr. Richard. G. Wheelahan, III previously held Awards with respect to 26,250 shares of Capitala Finance Corp.'s (the "Issuer") common stock held by Capitala Restricted Shares I, LLC ("CRS"), which is controlled by Joseph B. Alala, III and is an affiliate of Capitala Investment Advisors, LLC, pursuant to CRS's 2015 Amended and Restated Equity Compensation Plan, dated September 18, 2015 (the "Plan"). On September 24, 2017, Mr. Wheelahan voluntarily forfeited Awards relating to 24,000 shares of the Issuer's common stock to entities controlled by Mr. Alala, and as a result CRS distributed 24,000 shares of the Issuer's common stock to Capitala Investment Advisors, LLC and Capitala Transaction Corp., entities controlled by Mr. Alala.
(continued from Footnote 1) The Plan and such forfeiture and transfer were previously approved by the Issuer's Board of Directors. The shares of the Issuer's common stock that may be deemed to have been disposed of were previously reported as beneficially owned by Mr. Alala due to his controlling interest in CRS.
In addition to the Awards forfeited by Mr. Wheelahan, CRS previously granted Awards with respect to the 418,294.08 shares of the Issuer's common stock held by CRS to certain of Capitala Investment Advisors, LLC's employees pursuant to the Plan. The Plan was previously approved by the Issuer's Board of Directors. On September 25, 2017, certain of the Awards vested pursuant to the vesting schedule under the Plan and, as a result, CRS distributed an aggregate of 180,554.655 shares of the Issuer's common stock to certain of Capitala Investment Advisors, LLC's employees and related vehicles. The shares of the Issuer's common stock that may be deemed to have been disposed of were previously reported as beneficially owned by Mr. Alala due to his controlling interest in CRS. The remaining Awards under the Plan are scheduled to vest on September 25, 2018. Upon settlement, the remaining Awards will become payable on a one-for-one basis in shares of the Issuer's common stock.
Capitala Private Investments, LLC ("CPI") previously held Awards with respect to 140,357.68 shares of the Issuer's common stock held by CRS. On September 25, 2017, CPI received 60,153.255 shares of the Issuer's common stock in accordance with the vesting schedule under the Plan. The shares of the Issuer's common stock that may be deemed to have been acquired by CPI were previously reported as beneficially owned by Mr. Alala due to his controlling interest in CRS. The acquisition was approved in advance by the Board of Directors of the Issuer.
Pursuant to the SEC staff no-action letters to Babson Capital Management LLC (pub. Avail. Dec. 14, 2006) and Carlyle GMS Finance, Inc. (pub. Avail. Oct. 8, 2015), an employee benefit plan sponsored by an investment adviser (or an affiliated person of an investment adviser) to a registered closed-end investment company or a business development company regulated under the Investment Company Act of 1940, as amended, that offers plan participants equity securities of such registered investment company or business development company is considered an "employee benefit plan sponsored by the issuer" for the purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended.
Mr. Alala disclaims beneficial ownership of any of the Issuer's shares directly held by CPI, CRS, Capitala Transaction Corp., CapitalSouth Corporation and Capitala Investment Advisors, LLC, except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Alala is the beneficial owner of such securities for purposes of Section 16 of the Securiteis Exchange Act of 1934, as amended, or any other purpose.